EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made effective this 6th
day of November 2001 by and between Yes Clothing Company, Inc., a Nevada
corporation ("Yes"), and David Cavarra, a natural person ("Seller").
WHEREAS, Seller represents to Yes that it presently owns and holds all
of the issued and outstanding capital stock of BioProtect Corporation, a Nevada
corporation ("BioProtect"), and that such stock is unencumbered and consists
solely of One Million (1,000,000) shares of $.001 par value common stock (the
"BioProtect Shares"); and
WHEREAS, Seller hereby represents that BioProtect owns the proprietary
and exclusive right, title and interest in and to all assets related directly
and/or indirectly to the manufacturing, distribution, sales, and trade name of
what is currently being manufactured, assembled and marketed by BioProtect as
the "First Defense Anthrax Personal Protection Kit" (the "Anthrax Product"),
more fully described in Exhibit "A" attached hereto and incorporated herein by
reference (collectively the "BioProtect Business") and that such assets are free
and clear from encumbrances, liens, restrictions, or third party rights
whatsoever; and
WHEREAS, Seller desires to sell and Yes desires to acquire the
BioProtect Shares; and
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Seller hereby agrees to transfer the BioProtect Shares to Yes in
exchange for Two Million (2,000,000) shares of Yes common stock (the
"Yes Shares").
2. The parties hereby agree that the Yes Shares that are being transferred
by Yes to Seller pursuant to the terms of this Agreement are not being
transferred to Seller with the intent of resale or distribution.
3. The closing ("Closing") of this Agreement shall occur o or before
November 30, 2001 (the "Closing Date").
4. Seller and Yes shall each take whatever action is required to solicit
the consent and approval of their respective shareholders and creditors
by November 30, 2001.
5. Seller agrees to indemnify and hold Yes harmless from an against any
and all liabilities and claims of any nature arising from and/or
associated with the ownership of the BioProtect Shares and the
BioProtect Business up to and including the Closing Date.
6. The parties hereto shall each be responsible for their own costs and
expenses, including, but not limited to, attorneys' fees, accounting
fees and closing costs in connection with this Agreement.
7. Yes shall not be under any obligation to file a registration statement
for the Yes Shares being transferred to Seller pursuant to this
Agreement.
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8. From the date of execution of this Agreement and, until the Closing
Date, or termination of the Agreement, as provided for herein, Seller
will permit Yes's officers, employees, and authorized representatives
to have immediate and ful access to the offices, properties, books, and
records of BioProtect. Further, Seller and Yes will cooperate with the
other in order to provide and prepare the documents and other materials
necessary to affecting a closing on the transaction contemplated by
this Agreement. Upon discovery of matters in due diligence or receipt
of documents from Seller, Yes shall have three (3) business days in
which to raise objections. If an objection is raised and not resolved
to Yes's satisfaction, or if the Anthrax Product does not appear to be
a viable and profitable product line, in Yes' sole discretion, Yes
shall be entitled to terminate this Agreement without penalty.
9. Seller and Yes understand that the securities transferre pursuant to
this Agreement have not been registered under the Securities Act of
1933 (th "Act") and the transfer of such securities hereunder are made
pursuant to an exemption from registration pursuant to Regulation D and
section 4 (2) of the Act, and their reliance on such exemption is
predicated in part on the representations set forth herein and in the
Investment Letter attached to this Agreement as Exhibit "C" (the
"Investme Letter").
10. Seller represents that it has such knowledge and experience in
financial and business matters and that it is capable of evaluating the
merits and risk of this transaction, and that it is able to bear the
economic risk of the investment i the Yes Shares. Further, Seller
represents that it is an "Accredited Investor" as such term is defined
in Rule 501 of Regulation D promulgated under the Act.
11. Seller and Yes represent that, by virtue of their respective economic
bargaining power or otherwise, they have had access to or has been
furnished with, prior to or concurrently with Closing, the same kind of
information that would be available in a registration statement under
the Act should registration of the Yes Shares or the BioProtect
business interests transferred pursuant to this Agreement have been
necessary, and that they have had the opportunity to ask questions of
and receive answers from the other party or any party acting on their
behalf, concerning the business of BioProtect and Yes and that they
have had the opportunity to obtain any additional information, to the
extent that BioProtect and Yes possesses such information or can
acquire it without unreasonable expense or effort, necessary to verify
the accuracy of information obtained or furnished hereunder.
12. All representations and warranties made by the parties t this Agreement
shall survive the Closing hereunder and the consummation of the
transactio contemplated hereby for two (2) years from the Closing Date.
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13. At any time and from time to time, after the effective date, each party
will execute such additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect title to
any assets, propert and/or securities to be transferred hereunder or
otherwise to put into effect, implement and carry out the intent and
purposes of this Agreement.
14. Any failure of any party to this Agreement to comply wit any of its
obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed. The failure of
any party to this Agreement to enforce at any time any of the
provisions of this Agreement shall in no way be construed to be a
waiver of any such provision or a waiver of the right of such part
thereafter to enforce each and every such provision. No waiver of any
breach of or non- compliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or non- compliance.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
16. This Agreement shall be governed by the laws of the Stat of California.
17. To the best knowledge and belief of Seller, except as disclosed by
Seller in writing prior to Closing, or pursuant to this Agreement,
there is neither pending nor threatened, any action, suit or
arbitration to which BioProtect or its property, assets or business is
or is likely to be subject and in which an unfavorable outcome ruling
or finding will or is likely to have a material averse effect on the
condition financial or otherwise, or properties, assets, business or
operations, which would create a material liability on the part of
BioProtect, or which would conflict with this Agreement or any action
taken or to be taken in connection with it.
18. Except as disclosed in writing by Seller prior to Closing, there are no
contracts, actual or contingent obligations, agreements, franchises,
license agreements, or other commitments to which BioProtect is a party
or by which they or any of its properties or assets are bound which are
material to the Business, its financial condition, the manufacturing
assembly, marketing distribution, or the sale and servicing of the
Anthrax product.
19. This Agreement shall be binding upon the parties hereto and inure to
the benefit of the parties, their respective heirs, administrators,
executors, successors, and assigns.
20. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
BioProtectCorporation
15303 Ventura Blvd., Suite 900
Sherman Oaks, CA 91403
Telephone: (818) 380-3055
Facsimile: (818) 380-3001
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Yes Clothing Company, Inc.
4695 MacArthur Court, #1450
Newport Beach, CA 92660
Telephone: (949) 833-2094
Facsimile: (949) 833-7854
21. This Agreement contains the entire agreement between the parties hereto
and supersedes any and all prior agreements, arrangements, or
understandings between the parties relating to the subject matter of
this Agreement. No ora understandings, statements, promises, or
inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth herein, have been made by any party.
22. A facsimile, telecopy or other reproduction of this Agreement may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile of similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party
can be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this Agreement as
well a any facsimile, telecopy or other reproduction hereof.
IN WITNESS HEREOF the parties have executed this agreement as of the
date set forth above.
"Yes"
Yes Clothing Company, Inc.
By: /s/ Jon L. Lawver
Jon L. Lawver
Secretary
/s/ David Cavarra
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